Exhibit 10.6


 


THIRD SUPPLEMENTAL INDENTURE


 


This Third Supplemental Indenture, dated as of July 2,
2008 (this “Supplemental Indenture” or “Guarantee”), among Cellu
Tissue – Hauppauge, LLC, a Delaware limited liability company, and Cellu Tissue
– Thomaston, LLC, a Delaware limited liability company (collectively, the “Guarantors”),
Cellu Tissue Holdings, Inc. (together with its successors and assigns, the
“Company”), each other then existing Subsidiary Guarantor under the
Indenture referred to below, and The Bank of New York Mellon Trust Company,
N.A., as successor trustee to The Bank of New York (“Trustee”) under the
Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Company, the Subsidiary Guarantors and
the Trustee have heretofore executed and delivered an Indenture, dated as of March 12,
2004 (as amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of 93⁄4% Senior Secured Notes due 2010 of the Company
(the “Securities”);


 


WHEREAS, Section 3.12 of the Indenture
provides that after the Issue Date the Company is required to cause each
Restricted Subsidiary (other than a Foreign Subsidiary that does not Guarantee
any Indebtedness of the Company or any Restricted Subsidiary) created or
acquired by the Company or one or more Restricted Subsidiaries or Holdings, in
the event that Holdings Guarantees any Indebtedness of the Company or any of
its Restricted Subsidiaries, to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Subsidiary (or Holdings, if
applicable) will unconditionally Guarantee, on a joint and several basis with
the other Subsidiary Guarantors, the full and prompt payment of the principal
of, premium, if any, and interest on the Securities on a secured basis; and


 


WHEREAS, pursuant to Section 9.1 of the
Indenture, the Trustee and the Company are authorized to execute and deliver
this Supplemental Indenture to amend or supplement the Indenture, without the
consent of any Securityholder;


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Guarantors, the Company, the other Subsidiary Guarantors and
the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Securities as follows:


 


ARTICLE I



Definitions


 


SECTION 1.1  Defined
Terms.  As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined.  


 


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The words “herein,” “hereof” and “hereby” and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.


 


ARTICLE II



Agreement to be Bound; Guarantee


 


SECTION 2.1  Agreement
to be Bound.  Each Guarantor hereby
becomes a party to the Indenture as Subsidiary Guarantors and as such will have
all of the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture. 
Each Guarantor agrees to be bound by all of the provisions of the
Indenture, the Collateral Documents and the Intercreditor Agreement applicable
to a Subsidiary Guarantor and to perform all of the obligations and agreements
of a Subsidiary Guarantor under the Indenture, the Collateral Documents and the
Intercreditor Agreement.


 


SECTION 2.2   Guarantee.  Each Guarantor agrees, on a joint and several
basis with all the existing Subsidiary Guarantors, to fully, unconditionally
and irrevocably Guarantee to each Holder of the Securities and the Trustee the
Obligations pursuant to Article X of the Indenture on a secured
basis.


 


ARTICLE III



Miscellaneous


 


SECTION 3.1   Notices.  All notices and other communications to the
Guarantors shall be given as provided in the Indenture to the Guarantor, at its
address set forth below, with a copy to the Company as provided in the
Indenture for notices to the Company.


 


SECTION 3.2   Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.


 


SECTION 3.3   Governing Law.  This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


SECTION 3.4   Severability Clause.  In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby and such provision shall be ineffective only to the extent
of such invalidity, illegality or unenforceability.


 


SECTION 3.5   Ratification of Indenture; Supplemental
Indentures Part of Indenture. 
Except as expressly amended hereby, the Indenture is in all respects
ratified and 


 


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confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or
warranty as to the validity or sufficiency of this Supplemental Indenture or
with respect to the recitals contained herein, all of which recitals are made
solely by the other parties hereto.


 


SECTION 3.6   Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


 


SECTION 3.7   Headings.  The headings of the Articles and the sections
in this Guarantee are for convenience of reference only and shall not be deemed
to alter or affect the meaning or interpretation of any provisions hereof.


 


SECTION 3.8  Trustee
Makes No Representation.  The
recitals contained herein are made by the Company and the Guarantors and not by
the Trustee, and the Trustee assumes no responsibility for the correctness
thereof.  The Trustee makes no
representation as to the validity or sufficiency of this Third Supplemental
Indenture. All rights, protections, privileges, indemnities and benefits
granted or afforded to the Trustee under the Indenture shall be deemed
incorporated herein by this reference and shall be deemed applicable to all
actions taken, suffered or omitted by the Trustee under this Third Supplemental
Indenture.


 


[Signature pages follow.]


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above
written.


 


	
   

  	
  CELLU TISSUE – HAUPPAUGE, LLC

  
	
   

  	
  CELLU TISSUE – THOMASTON, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David J. Morris

  
	
   

  	
   

  	
  Name:

  	
  David J. Morris

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Chief 

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON TRUST 

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Vaneta Bernard

  
	
   

  	
   

  	
  Name:

  	
  Vaneta Bernard

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  CELLU TISSUE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David J. Morris

  
	
   

  	
   

  	
  Name:

  	
  David J. Morris

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and 

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLU TISSUE CORPORATION – NATURAL

  
	
   

  	
       DAM

  
	
   

  	
  CELLU TISSUE CORPORATION – NEENAH

  
	
   

  	
  CELLU TISSUE LLC

  
	
   

  	
  CELLU TISSUE-CITY FOREST
  LLC

  
	
   

  	
  INTERLAKE ACQUISITION CORPORATION

  
	
   

  	
       LIMITED

  
	
   

  	
  MENOMINEE ACQUISITION CORPORATION

  
	
   

  	
  VAN PAPER COMPANY

  
	
   

  	
  VAN TIMBER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David J. Morris

  
	
   

  	
   

  	
  Name:

  	
  David J. Morris

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and 

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


Supplemental Indenture


 

















 


	
   

  	
  COASTAL PAPER COMPANY

  
	
   

  	
   

  
	
   

  	
  By: Van Paper Company, its managing partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David J. Morris

  
	
   

  	
   

  	
  Name:

  	
  David J. Morris

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and 

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


Supplemental Indenture